8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 30, 2024

SYLVAMO CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 001-40718

Delaware	86-2596371
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

6077 Primacy Parkway, Memphis, Tennessee	38119
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (901) 519-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 per share par value	SLVM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

On October 30, 2024, Sylvamo North America, LLC (“Sylvamo NA”), a wholly-owned subsidiary of Sylvamo Corporation (the “Company”), and International Paper Company (“IP”) entered into an agreement (the “Termination Agreement”) to terminate the Supply and Offtake Agreement by and between IP and Sylvamo NA, dated as of September 30, 2021 (the “Georgetown Supply Agreement”). The effective date of termination is December 31, 2024. The Termination Agreement includes post-termination obligations of the parties with respect to intellectual property and inventory.

The parties mutually agreed to the early termination of the Georgetown Supply Agreement. The parties will not incur any early termination penalties under the agreement.

The Georgetown Supply Agreement was entered into in connection with the Company’s spin-off from IP in 2021. Under the agreement, IP’s Georgetown, South Carolina, mill (the “Georgetown Mill”) supplies the Company with certain products that the Company sells to some of its customers. The Company has planned for the possible termination of the Georgetown Supply Agreement since the spin-off and is in the process of transitioning to production at its mills in Ticonderoga, New York, and Eastover, South Carolina, many of the paper grades supplied under the Georgetown Supply Agreement. IP has announced that it plans to discontinue operations at the Georgetown Mill.

A summary of the material terms of the Georgetown Supply Agreement was included in the Company’s Information Statement under “The Distribution — Relationships Between Sylvamo and International Paper Following the Distribution – Supply and Offtake Agreements,” filed as Exhibit 99.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 3, 2021 (the “Information Statement”). A copy of the Georgetown Supply Agreement was included as Exhibit 10.5 to the Form 8-K filed by the Company with the SEC on October 1, 2021. A copy of the Termination Agreement is attached hereto as Exhibit 10.1.

The foregoing description does not purport to be complete and is qualified in its entirety by the above-referenced information in the Information Statement, the Georgetown Supply Agreement and the Termination Agreement, each of which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 31, 2024, the Company issued a press release addressing the matters described in this Current Report on Form 8-K and such press release is attached hereto and furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Termination Agreement, dated October 30, 2024, between Sylvamo North America LLC and International Paper Company
99.1	Press Release dated October 31, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 31, 2024	Sylvamo Corporation
	By:	/s/ Matthew Barron
	Name:	Matthew Barron
	Title:	Senior Vice President and Chief Administrative and Legal Officer

EX-10.1

Exhibit 10.1

TERMINATION AGREEMENT

for the

SUPPLY AND OFFTAKE AGREEMENT (GEORGETOWN)

by and between

INTERNATIONAL PAPER COMPANY

and

SYLVAMO NORTH AMERICA, LLC

This Termination Agreement (“Agreement”), dated October 30, 2024 (the “Effective Date”) is made by and between SYLVAMO NORTH AMERICA, LLC, a Delaware limited liability company (“Sylvamo”), and INTERNATIONAL PAPER COMPANY, a New York corporation (“IP” and, together with Sylvamo, the “Parties”):

WHEREAS, Sylvamo and IP have entered into that certain Separation and Distribution Agreement, dated September 29, 2021 (as has been amended, modified or supplemented from time to time, the “Separation and Distribution Agreement”);

WHEREAS, pursuant to the Separation and Distribution Agreement, Sylvamo and IP have entered into that certain Supply and Offtake Agreement (“Georgetown Supply Agreement”), dated as of September 30, 2021, under which IP produces uncoated freesheet, uncoated Bristols, wallboard tape, and specialty papers (the “Products”) for purchase by Sylvamo;

WHEREAS, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Georgetown Supply Agreement;

WHEREAS, the Parties wish to mutually terminate the Georgetown Supply Agreement upon the conditions set out below;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and upon the terms and subject to the conditions hereinafter set forth, the Parties hereby agree as set forth herein.

1. Termination. Parties agree to mutually terminate the Georgetown Supply Agreement as of December 31, 2024 or earlier if mutually agreed (the “Termination Date”).

2. Effects of Termination.

(a) Intellectual Property.

i. Assignment to Sylvamo. The Parties hereby agree that in exchange for the good and valuable consideration set forth in this Agreement and the Georgetown Supply Agreement, IP hereby assigns (and agrees to sign any supporting legal instruments at Sylvamo’s cost) to Sylvamo (or a designated Assignee to be identified by Sylvamo) the Intellectual Property specifically and exclusively associated with Products bearing Bristols and Specialty Trademarks as defined in the Georgetown Supply Agreement. To avoid any confusion, IP shall retain any and all Intellectual Property related to all wallboard tape Products produced by IP at the Mill under the Georgetown Supply Agreement.

ii. Termination of Licenses.

1. Licenses to IP. IP’s licenses to any and all Sylvamo Intellectual Property under the Georgetown Supply Agreement are terminated as of the Termination Date, said licenses including, without limitation:

a. IP’s license to the Sylvamo Names and Marks,

b. IP’s license to use any and all Sylvamo Intellectual Property rights.

2. Licenses to Sylvamo. Except for Products produced for Sylvamo by IPC under the Georgetown Supply Agreement, Sylvamo’s licenses to any and all IP Intellectual Property under the Georgetown Supply Agreement are terminated as of the Termination Date, said licenses including, without limitation:

a. Sylvamo’s license to the GT Trademarks.

(b) Inventory.

i. For any Inventory remaining on the Mill Floor or the GT off-site warehouse on the date that is six (6) months following the Termination Date, Sylvamo shall provide prompt notice to IP (and in any event within seven (7) days of a request from IP for a shipping destination) of a shipment destination, and such Inventory shall be priced and invoiced to Sylvamo in alignment with practices between the Parties under the Georgetown Supply Agreement, in each case, upon gate exit from the Mill. IP shall ship such Inventory to such destination to the greatest extent practicable in full truckload quantities at Sylvamo’s expense. If Sylvamo does not provide the requested shipment destination within such seven (7)-day period, IP shall ship such Inventory to any location(s) designated by IP at Sylvamo’s expense. For the avoidance of doubt, the risk of any loss, damage, impairment, confiscation, or condemnation of any such Inventory remaining on the Mill floor after such applicable time shall be borne by Sylvamo.

(c) Costs.

i. Budgeted Capacity. As of December 1, 2024, Budgeted Capacity shall mean the actual orders placed by Sylvamo. For purposes of clarity, Sylvamo shall not be responsible for any costs associated with Lack of Orders after December 1, 2024.

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3. Confidential Information. Except as provided below, all Information disclosed between the Parties pursuant to this Agreement shall be deemed confidential (“Confidential Information”), except, in each case, to the extent that such information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any Confidential Information of such other Party or any member of such other Party’s Group. A Party receiving Confidential Information (the “Receiving Party”) shall not use such information for any purpose other than for which it was disclosed by the party providing such information (the “Providing Party”) and, except as otherwise permitted by this Agreement, shall not disclose to Third Parties any Confidential Information for a period of five (5) years from the termination or expiration of this Agreement or, with respect to any trade secrets, indefinitely. The obligations of the Receiving Party and the Providing Party with regard to Confidential Information shall be governed by and set forth in Sections 6.10 and 6.11 of the Separation and Distribution Agreement, which shall be deemed incorporated by reference herein. Notwithstanding anything to the contrary in this Section 3, the Parties acknowledge that this agreement terminates a material agreement of Sylvamo (as contemplated by applicable securities laws), and this agreement and its terms will be disclosed in public filings in accordance with the rules and regulations of the SEC or the NYSE.

4. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may delegate its obligations under this Agreement to any Subsidiary of such Party without the prior written consent of the other Party.

5. No Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties, respectively, and are not intended to confer upon any other Person any rights or remedies hereunder. There are no Third Party beneficiaries of this Agreement and this Agreement shall not provide any Third Party with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

6. Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein or therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute, or otherwise) and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) including all matters of validity, construction, effect, enforceability, performance and remedies.

7. Waiver of Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any action or proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Of the Parties hereby (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other Party would not, in the event of any action or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 7.

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8. Jurisdiction; Service of Process. Subject to Section 17 of the Georgetown Supply Agreement, each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties herby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery in the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (ii) agrees that an claim in respect of any such proceeding may be heard and determined in the Court of Chancery in the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 13 of this Agreement, or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided.

9. Relationship of the Parties. In providing the Products and services hereunder, IP is acting as and shall be considered an independent contractor. This Agreement is not intended to create and shall not be construed as creating between IP and Sylvamo any relationship other than an independent contractor and purchaser of the Products. The Parties specifically acknowledge that they are not, and this Agreement is not intended to and shall not be construed to make them, affiliates of one another and that no principal and agent, joint venture, partnership or similar relationship, or any other relationship, that imposes or implies any fiduciary duty, including any duty of care or duty of loyalty, exists between the Parties. Except as expressly set forth herein, no Party has the authority to, and each Party agrees that it shall not, directly or indirectly contract any obligations of any kind in the name of or chargeable against the other Party without such other Party’s prior written consent.

10. Amendments; Waivers. Except as to the Parties’ ability to modify the Termination Date to an earlier date as detailed in Section 1 of this Agreement, no provisions of this Agreement shall be deemed waived, amended, supplemented, or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

11. Entire Agreement. This Agreement, together with the Separation and Distribution Agreement and Georgetown Supply Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. This Agreement shall not modify, terminate or otherwise amend the Nondisclosure Agreement having an Effective Date of June 1, 2024, between the Parties (the “NDA”). The NDA shall continue to control solely for the purposes of the Discussion as defined in the NDA.

12. Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be determined by a court of competent jurisdiction to be invalid, unenforceable or void, the remaining provisions hereof or thereof, or the application of such provisions to Persons or circumstances or in jurisdictions other than those to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to affect the original intent of the Parties.

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13. Notices. Other than for routine communications with respect to operational matters under this Agreement, the procedures specified in Section 10.5 of the Separation and Distribution Agreement shall apply with respect to all notices, requests, claims, demands and other communications under this Agreement.

14. Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to this Agreement shall be deemed to include the Exhibits, Schedules and Annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in (x) Memphis, Tennessee, (y) Selma, Alabama or (z) New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (k) unless otherwise specified, all dollar amounts, including the symbol “$”, refer to the lawful currency of the United States of America; and (l) all references to “the date hereof” or “the date of this Agreement” and words of similar import shall all be references to the Effective Date.

15. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties hereto, respectively, and delivered to the other Party hereto, respectively. Delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to be executed as of the date first above written.

SYLVAMO NORTH AMERICA, LLC
By:	/s/ Rodrigo Davoli
Name:	Rodrigo Davoli
Title:	SVP & GM North America
INTERNATIONAL PAPER COMPANY
By:	/s/ Clay Ellis
Name:	Clay Ellis
Title:	SVP - global cellulose fibers

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Sylvamo, International Paper Terminate

Georgetown Supply Agreement

MEMPHIS, Tenn. – Oct. 31, 2024 – Sylvamo (NYSE: SLVM), the world’s paper company, and International Paper (NYSE: IP) are mutually terminating a supply agreement for uncoated freesheet, bristols and specialty papers at the Georgetown, South Carolina, mill. The agreement will terminate Dec. 31, 2024.

Sylvamo is successfully transitioning many paper grades from Georgetown to its Ticonderoga, New York, and Eastover, South Carolina, mills to continue supplying customers. International Paper has announced plans to discontinue operations at the Georgetown mill.

“We have been preparing for this possibility since our 2021 spinoff from International Paper. We will support our customers through this transition and will retain the most profitable products from Georgetown, reducing economic downtime in our mill system and improving our mix,” said Jean-Michel Ribiéras, chairman and chief executive officer. “Looking ahead, we are confident in our future and our strategy to grow earnings and cash flow by continuing to invest in high-return projects in our mills and processes.”

More details are available in a presentation available at investors.sylvamo.com. This development will be discussed during the company’s next quarterly earnings call Tuesday, Nov. 12, at 10 a.m. EST/ 9 a.m. CST.

About Sylvamo

Sylvamo (NYSE: SLVM) is the world’s paper company with mills in Europe, Latin America and North America. Our vision is to be the employer, supplier and investment of choice. We transform renewable resources into papers that people depend on for education, communication and entertainment. Headquartered in Memphis, Tennessee, we employ more than 6,500 colleagues. Net sales for 2023 were $3.7 billion. For more information, please visit Sylvamo.com.

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Investors: Hans Bjorkman, 901-519-8030, hans.bjorkman@sylvamo.com

Media: Adam Ghassemi, 901-519-8115, adam.ghassemi@sylvamo.com

XML

Document and Entity Information	Oct. 30, 2024
Cover [Abstract]
Entity Registrant Name	Sylvamo Corp
Amendment Flag	false
Entity Central Index Key	0001856485
Document Type	8-K
Document Period End Date	Oct. 30, 2024
Entity File Number	001-40718
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-2596371
Entity Address, Address Line One	6077 Primacy Parkway
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38119
City Area Code	(901)
Local Phone Number	519-8000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1 per share par value
Trading Symbol	SLVM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false